


Something About Vermont

by UbiquitousMixie



Category: Will & Grace
Genre: Dirty Talk, F/F, Phone Sex
Language: English
Status: Completed
Published: 2018-04-08
Updated: 2018-04-08
Packaged: 2019-04-20 10:14:12
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 3,266
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14258778
Author URL: https://archiveofourown.org/users/UbiquitousMixie/pseuds/UbiquitousMixie
Summary: Grace is a little lonely when she goes back to Vermont to attend to Leo's cabin, so she decides to call her best gal pal...





	Something About Vermont

**Author's Note:**

> I know there have to be about 2 or 3 other Grace/Karen fans out there, so I hope you enjoy! This is set right after the 6x13 episode "Ice Cream Balls." Comments are everything!

This cabin is definitely Leo’s. Grace has taken extra precaution to confirm this; between checking the number outside the door (twice), scrutinizing the photos on the mantle (only Leo would find it funny to have a framed photo of Grace’s embarrassing fifth grade school portrait), and rifling through the papers in the desk, she’s certain. 

Before she settles in for the night, Grace looks under the mattress, just in case. She’s equal parts pleased and disappointed that her husband hasn’t stashed any cash here. She rolls her eyes at herself and climbs into bed, glad at least that Leo’s man cave in Vermont has a decent mattress with cozy flannel sheets. 

Grace sighs. It’s quiet up here, and the silence is unsettling. She’s used to the sounds of traffic beneath her window, the wail of ambulances and the shouting of her downstairs neighbor, Mrs. Morris, at her deadbeat son. This alien soundtrack is far from soothing; there could be any number of silent horrors in this remote area -- bears, serial killers, rapists, angry old people wanting revenge for their hard-earned savings being spent on ice cream… 

_You’re being crazy_ , Grace tells herself. _Crazier than usual._

Settling in, Grace pulls the blankets up to her chin and watches the shadows on the ceiling. She’s wide awake, and thoughts of murderers or, worse yet, murderous bears, just beyond the walls of the cabin has her heart racing. She closes her eyes and attempts to summon sleep -- to no avail. 

Reaching over to the nightstand, Grace grabs her cellphone and scrolls through her contacts. Will, damn him, is on a date with a droll otter from Long Island. Ellen is likely asleep, probably sandwiched in bed between her thirty children. Jack is...well, Jack. 

If she’s honest with herself (and Grace is never honest with herself), she knows who she wants to call. 

Karen answers on the third ring. “Anastasia Beaverhausen speaking.” 

“Karen, it’s me.” 

“I’m sorry. You’ll have to be more specific.” 

“It’s Grace.” Silence. “Your boss.” More silence. “Grace _Adler_.” 

“Oh! Why didn’t you say so?” 

Grace rolls her eyes. She can never tell when Karen is fucking with her. “Is this a bad time?” 

“I’m free as a bird, honey.”

Grace hears rustling in the background. “Are you in bed?” 

“I sure am. I was just debating whether I wanted to read my book or maybe watch some porn.” 

The redhead laughs. “And to think, you could have been up here with me and we could be watching porn together.” 

“Honey, you know I couldn’t leave Rosario alone to organize my medicine cabinet. She can’t be trusted with uppers.” 

“Does that mean you can trust her with the downers?” 

“She _is_ a downer.” Karen laughs at her own joke, and Grace smiles. “Anywho, whatcha doin’? Have you gone through every nook and cranny of that cabin yet?” 

“Hey! I resent that! I love and respect my husband, Karen.” 

“So you didn’t find anything then?” 

“Not a thing. There’s nothing even remotely interesting. It’s kind of a let down, actually.” 

“I keep telling you that your husband’s a bore.” 

Grace rolls her eyes. Karen has had plenty of things to say about Leo, so this is not much of a surprise to her. “He’s not so bad.” 

“Oh he’s not? Is that why he’s not there with you right now?”

“He’s working.” 

“His _job_ should be servicing that sweet little snatch of yours before a tumbleweed blows by, not hanging out with poor people in some third world country.” 

“Karen!” Grace shrieks, her cheeks flushing with heat.

“It’s his loss. Hmm. Well, I guess it’s yours too since you’re not getting any.” 

“Gee, thanks for the reminder.” 

“Anytime!” 

Grace can’t deny that it would be better to have the company -- her vagina seconds that motion -- but she’s not sure that she necessarily wants Leo to be the one with her. She recalls, vividly, how much fun she’d had in Vermont with Karen. Blushing harder, Grace remembers the goodnight kisses and the warmth of Karen’s body next to her own. With a warm twinge between her legs, Grace realizes that’s what she wants most. 

“I don’t even have anyone to kiss me goodnight,” she says with a pout. 

“I could send Rosie up with Driver…” 

Grace laughs. “Not quite what I had in mind.” 

“No? Rosario is a great kisser if you don’t mind the scratch of her moustache.” 

“Yeah, I think I’ll pass.” 

“My poor little Gracie. No porn, no action, no goodnight kisses...what’s a girl to do?” 

“Cry? Sleep?” 

“You’re no fun! C’mon, Gracie! Think outside the box!” Karen giggles. “Hehe. Box.” 

Grace laughs in spite of herself. “What do _you_ have in mind then?” 

“Let’s have a little fun.” 

Grace raises an eyebrow. “Okay…” 

“Whatcha wearing?” 

“What does that have to -- wait, what?” 

“Come on, Grace. Live a little. Tell Karen what you’re wearing in that big, lonely cabin.” 

Grace is pretty sure she will never stop blushing. She shifts her hips, not completely unaware of the dull throb between her legs at the lower timbre of Karen’s voice. “Um. Well.” She wishes she had a better answer, but Karen has a knack for knowing when she’s lying. “Cotton pants and a tank top.” 

“Coed chic. Okay. I can work with that.” 

“What are _you_ wearing?” 

“Do I _sound_ like I’m wearing clothes, Grace?” 

Grace gapes, struck by the mental image of Karen Walker in the buff. All of that curvy, pale skin… She swallows. Hard. 

“Well, all right then. So, you’re naked. That’s interesting. You must be, uh, cold.” 

“I’m actually very warm right now. Hot, even.” 

Grace licks her lips. “Karen, what’s happening right now?” 

“Isn’t it obvious? I’m trying to have phone sex with you, honey.” 

“We can’t -- I can’t --” She exhales sharply through her nose. “I’m a married woman.” 

Karen laughs. “Phone sex isn’t cheating!” 

“It kind of is.” 

“What’s a little harmless mutual masturbation between girlfriends? It’s not like I’m there with you, swirling my fingers around your --” 

“Woooahhh-kay.” She closes her eyes, willing the mental image to disappear, but it’s burned into her mind. Karen may be useless at work, but Grace has paid enough attention to those hands over the years to know that Karen knows how to use them. “Are you messing with me?” 

“Would I do that to you?” 

“Yes! Absolutely, 100%. You are the worst sometimes, Karen.” 

“Oh honey, you have _no_ idea just how bad I can be.” 

Grace groans. 

“You’re in a bad way, aren’t you?” 

“Psssh. No.” 

“Uh huh. Sure. Neither am I. I’m definitely not touching my breasts right now.” 

Heaven help her, but Grace can picture it clearly. “Well. Good. Because that would be wrong.” 

Karen’s breath hitches, and Grace’s eyes widen. 

“I didn’t just pinch my nipple.” 

“Hooooo boy. Okay. This is happening, huh?” Grace can’t not think about it. She settles back against her pillow, admiring the swell of her breasts and the hardened peaks of her nipples through her flimsy tank top.

“Oh, it’s happening, all right,” Karen replies, her voice breathier than usual. Grace can only imagine what she’s doing now. “You don’t want to miss out on the all the fun, do you?” 

Grace frowns. Karen is right -- a rare occurrence -- that Grace often has a serious case of FOMO. Her body would never forgive her if she missed out on this opportunity. “Fine. You win.” 

Karen cackles in delight. “Damn right I do!”

Now that she’s given herself permission to have a little fun with her best gal pal, Grace finds herself feeling a little uneasy. She’s never had phone sex before -- not successfully, anyway. Any previous attempts had been aborted thanks to Will’s less-than-helpful giggling on the second phone line. “So….here we are. Just two lonely gals going to town on ourselves. Just two sisters, doin’ it for themselves. Standing on their own two feet--” 

She can practically hear Karen rolling her eyes. “Grace, shut up and take off your pants.” 

“Jeez,” Grace says, hooking her thumbs into the waistband of her pants, “you’re bossy when you’re horny.” She shimmies her hips as she pulls down her pants and kicks her legs free. 

“I think you mean that you’re horny when I’m bossy.” 

Grace opens her mouth to deny it but promptly closes it. Without her pants on, the cool air hits her bare legs. She shivers, but Grace is certain this has more to do with the heavy breathing on the other end of the line. She coughs, unsure of how to proceed. Should she just stick her hand in her underwear or get on with it? Should she take Karen’s lead? Should she hang up and pretend this never happened? 

Only, Grace doesn’t want to pretend this never happened. She doesn’t want to forget the sexy timbre of Karen’s voice telling her what to do. Leo is sweet and giving and considerate in bed. And even though Grace has never been to bed with Karen, she can tell just by this conversation that Karen would be a little dominant, a little kinky, and a whole lot of trouble. 

She shivers again, and this time it _definitely_ has nothing to do with the cold. 

Grace presses her legs together. She has to admit, she looks pretty delicious right now. She wishes she weren’t alone, that someone else were with her to appreciate just how tempting she is. What a waste of a big, cozy bed. If, say, Karen had been there, they might have been cuddled up close. Like friends. They’d share a goodnight kiss or two, share the same body heat, maybe -- 

Karen hums on the other end of the call, pulling Grace from her thoughts. “What’s going on over there?” 

“The same thing that’s happening in your husband’s cabin. Duh.” 

“Um…” 

“Oh Gracie, don’t tell me you haven’t started yet.” 

“I don’t really know where to begin. I’ve, uh, well I’ve never really done this before.” 

“You’ve never gotten your own rocks off??” 

“Of course I have!” Grace shouts defensively. “I’ve just never, you know, had phone sex before.”

“D’you need me to talk you through it, honey?” 

“I mean, I guess it couldn’t hurt.” 

“First things first. You might as well take off the rest of your clothing. It’s only going to get in the way.”

Grace flushes with heat as she pulls off her tank top and underwear, leaving them in a messy pile on the floor. She doesn’t usually masturbate naked —she’s too lazy for that. This isn’t an unpleasant change; the cool air raises goosebumps across her pale skin, and she can almost imagine Karen looking the same way. Karen, all alone in a king-sized bed with her Egyptian cotton sheets, a five-hundred dollar vibrator in her nightstand and porn queued up in her DVD player. If Grace hadn’t called, would Karen be using that vibrator? If she asked, would she use it now?

“Yoohoo! Earth to Grace!” 

“Sorry. I got distracted.” 

“Look, Gracie, I’ve gotten a head start and you’re gonna need to keep up, or I’m gonna finish without you.” 

Grace gapes. “When exactly did you start?” 

“About twenty minutes before you called.”

“Oh my god! I interrupted you during your private time? Why did you answer??”

Karen chuckles. “I thought it would be fun.”

“Have you masturbated before while we’ve been on the phone?”

“Sure, honey. Plenty of times. I can’t believe you never noticed.” 

Now that Grace is thinking about it, there have been signs. That one time Karen shouted “yes! Give it to me!” in her ear while Grace relayed a list of office supplies that Karen would need to reorder should have tipped her off. 

Karen sighs again, bringing Grace back to the present. She swallows. “What are you doing now?”

“I’m teasing myself. You should try it.” Karen pauses. “Now.”

Grace, ever the obedient student, does as she’s told. She teases her finger around her nipple, drawing it into a hardened peak. She closes her eyes, imagining Karen is the one touching her. Karen wouldn’t be gentle — her assistant is selfish and greedy, and Grace is certain that she’s the same way in bed. She pinches her nipple the way Karen might and responds with a groan. 

“‘Atta girl!” Karen coos, the delight in her voice almost palpable. “What did you do?”

“I did what you told me to,” Grace responds, switching to her neglected breast. “Teasing.” 

“But where, silly? There are so many spots to choose from.”

“Uh, my boobs.”

Karen hums in agreement. She adds knowingly, “You like that spot.”

“How do you know that?” Grace demands, again equal parts horrified and intrigued by Karen’s uncanny sixth sense of Grace’s sex life. 

“I know everything,” Karen scoffs. “I know you’ve been foregoing the bra recently, and I know you like the way your tits feel brushing against the fabric of your clothing, and I know you’ve been keeping the office on the cool side because your sensitive nipples enjoy the cold.”

“Have you been studying my boobs?”

“No more than you have been studying mine.” 

Grace can’t deny that. Everyone knows that Karen has a killer rack. Gay men know. Dogs know. Dead people know. Growing up, Grace longed to have breasts like Karen’s. 

Now, she just longs for Karen.

It’s a bitter pill to swallow, this attraction to Karen. She’s not proud of herself; she’s a married woman, but there’s something about Karen that has always intrigued her. Now, Grace is lucky if she can get through a day of work without ogling the other woman, or finding an excuse to touch her. 

And boy oh boy does she want to touch her. 

Karen sighs in Grace’s ear, and the redhead clenches her thighs together. Impatience gets the better of her and Grace slides her hand between her legs, surprised to discover how wet she already is. “Oh,” she exclaims, working her fingers through damp hair. It’s been a while since she’s groomed down there, and the curls are sticky with her own arousal. She strokes her middle finger through the moisture, avoiding her clit, and wonders of Karen is wet like this too. 

Grace’s face flames at the thought of touching Karen down there, gathering all that wetness and stroking her until she comes. She bites her lip, passing her finger across her clit. “Oh my god,” Grace says with a sigh, arching her hips against her own hand. 

“Now we’re getting to the good stuff. You’re touching your pussy now, aren’t you?” 

“Uh huh,” Grace replies breathlessly, too overwhelmed by her own arousal to object to Karen’s use of the word “pussy.” If she’s honest with herself, hearing that word on Karen’s tongue makes her feel deliciously naughty and wanton. 

“Good girl.”

Grace rubs two fingers against her swollen clit, preening a little at being Karen’s good girl. It’s all she can do to refrain from begging her to say it again. 

“It’s too bad we didn’t take advantage of that cozy little bed in Vermont,” Karen says. “What a shame…”

“What would we have done?” Grace gasps as she presses hard against a particularly sensitive spot. She’s heading into dangerous territory now, but Grace can’t help herself. She knows it’s safer if they are just two horny women taking care of themselves — she can almost convince herself that she’s not betraying Leo. But as much as she wants to be a better person than this, she knows she’s not. 

“We could have done anything we wanted. Anything at all. We could have done what you’re thinking about right now.” Karen pauses. “Tell me what we’d be doing.”

Grace bites her lip hard. She’s not sure she can put into words just how much she wants to fuck Karen, not without also admitting that she’s been attracted to her for years. Not without admitting that it’s Karen she wants — not Leo. “We could be doing this. Right next to each other.” 

Karen tsks. “Now Grace, we both know that’s not what we’d be doing.” 

“Okay then. You tell me.”

“If we were there together, we could drop the pretenses and do what we both want to do: we’d have freaky, wet, sticky sex until the wee hours of morning.”

“But that would be so wrong…” Grace swirls her finger at the tight ring of flesh at her opening. She moans. 

“But it would feel soooo right, Gracie. You know it would.”

Grace nods. “It would.” She slips a finger inside, and then another, and the sensation makes her moan louder this time. 

“See? You can’t even deny it. You want me.”

In and out, in and out, in and out. Grace tortures herself, stretching the pleasure as long as she can. “Hmm…”

“I want to hear you say it. Tell me you want me.”

“Karen…” She presses hard inside herself. “I do. I want you so bad it drives me insane. You make me crazy but getting it on with you is all I can think about.” 

“Ooh,” Karen moans, and Grace knows that the other woman is close. “Yes!”

Grace picks up her pace, grinding the heel of her palm against her clit while her fingers press deep inside of herself. She imagines Karen doing the same, her legs spread wide as she fucks herself to satisfaction. 

Grace can feel her orgasm beginning to build. Her thighs are shaking and all she wants is for Karen to be between them. She wouldn’t care how Karen did it — she could use her fingers or her mouth or, even better, both at the same time — as long as Karen made her come. 

Turns out, Karen doesn’t even have to be in the same room (or state, for that matter) to get her off. 

“I’m so….oh, fuck….I’m going to…” Grace can’t find the words to tell Karen what she’s about to do because in that moment, Karen shrieks loudly in her ear as she comes. 

Grace tries desperately to hold on long enough to savor how unbelievably sexy Karen sounds when she orgasms. The other woman cries out, not caring how loud she is, and Grace can’t help herself. She comes with a wail, her body locking around her fingers as her orgasm rips through her. Wave after wave of pleasure spreads throughout her body, making Grace feel better than she has in a long, long time. 

And then, their orgasms subside, and the silence is jarring. 

After several moments, Karen hums in delight. “I don’t know about you, but I feel fantastic.”

Grace takes a moment to check in with herself. How does she feel? Sated, for sure. Guilty, definitely. And then there’s something else, something vaguely resembling...affection. 

“Are you still there, honey?” 

“I’m here.” 

“Didja have fun?”

Smiling, Grace says, “Yes. Maybe a little too much fun.”

“There’s no such thing.” 

“Maybe you’re right.” 

“I’m always right.”

“I wouldn’t go that far…”

She can almost see Karen rolling her eyes. 

Grace wipes her wet fingers against the sheets and fixes the haphazard assortment of blankets over her chilly body. She’ll get her pajamas later. She curls onto her side, pressing her phone to her ear. “You know, Karen...I still don’t have anyone to kiss me goodnight.”

“How about I owe you a rain check first thing Monday morning?”

“So, in Karen time, that would be, what? Noon?”

Karen laughs. “That’s one of the reasons I love ya, Grace Adler. You just _get_ me.”

Grace’s heart pounds a little harder in her chest. “Right back at you, Karen Walker.” 

——-


End file.
